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THIS PURCHASE AND SALE AGREEMENT (this "Contract"), dated as of June 27, 2023 (the "Effective Date"), is made by and between DYER 18 LLC, a Delaware limited liability company, having an address at 240 Newport Center Drive, Suite 200, Newport Beach, CA 92660 ("Seller") and THE CITY OF SANTA ANA, a California municipal corporation, having an address at 20 Civic Center Plaza, Santa Ana, California 92701 ("Purchaser"). WITNESSETH: WHEREAS, concurrently herewith, Seller and Purchaser have entered into that certain Settlement Agreement with Mutual Releases (the "Settlement Agreement"); WHEREAS, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Settlement Agreement; WHEREAS, pursuant to the Settlement Agreement, Seller has agreed to sell and Purchaser has agreed to purchase the "Property" (as hereinafter defined) upon the terms and conditions set forth herein; NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows: 1. Intentionally Omitted. 2. Subject of Sale. 2.1. Seller agrees to sell and convey to Purchaser the Property and Purchaser agrees to purchase from Seller the Property subject to the terms and conditions contained in this Contract. 2.2. This sale includes all right, title and interest of Seller, in and to the following (collectively, the "Property"): a) The "Real Property" collectively consisting of the following: i) that certain parcel of land, as the same is more particularly described on Exhibit A attached hereto (the "Land"); ii) the buildings and other improvements (together with all fixtures) erected on the Land (collectively, the "Improvements", and together with the Land, the "Premises"); iii) any land lying in the bed of any street, road or avenue opened or proposed, adjacent to the Land, to the center line thereof, and all right, title and interest of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street; iv) rights of way, appurtenances, easements, sidewalks, alleys, gores, or strips of land adjoining or appurtenant to the Land and used in connection therewith; 5489135.2 2